What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2024-11-19 compared with 2024-08-20 · 19 added, 73 removed, 23 unchanged (80% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None other than as disclosed on our Form 8-K filed with the Commission on November 18, 2024.

DEFAULTS UPON SENIOR SECURITIES

2 unchanged sentences

O THER INFORMATION

Suspension of Trading on Nasdaq:

As previously reported, on July 22, 2024, we received

a letter (the “Letter”) from the Nasdaq Office of General Counsel, stating that the Company’s appeal to the Nasdaq Hearings

Panel (“Panel”) of the Nasdaq Listings Qualification staff’s (the “Staff”) delist determination dated June

26, 2024, for the Company’s failure to maintain compliance with the equity requirement in Listing Rule 5550(b)(1) had been abandoned.

However, the Company has not abandoned its request for a hearing.

Due to a clerical error, the Company was unaware of the passage of the

time required to provide a written submission prior to the oral hearing in front of the Panel, until July 23, 2024.

On July 23rd, we immediately filed a submission

in support of an appeal to the Nasdaq Listing and Hearing Review Council regarding the hearing abandonment determination and the future

delisting of the Company’s securities from Nasdaq, and on July 24, 2024 we remitted an additional $15,000 for this appeal to the

Listing Council the following day.

We strongly believe that such

appeal should be granted, and that the delisting action referenced in the Staff’s determination letter, dated June 26, 2024, should

continue to remain stayed, pending a final written decision by the Panel, due to the Company’s particular circumstances.

such appeal, and in anticipation of being granted an oral hearing in front of the Panel, the Company has put in place a plan (the “Plan”)

to regain compliance with the terms of the minimum stockholders’ equity requirement of at least $2,500,000 for continued inclusion

on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1) and has delivered such Plan to the Panel.

Nevertheless on July

24, 2024, the Company’s securities trading was suspended on The Nasdaq Stock Market LLC (“Nasdaq”) effective with the

open of business on July 24, 2024, at which point the Company’s common stock was eligible to trade on the OTC Market’s Pink

Current Information.

Our securities trading has merely been suspended on Nasdaq at this time, not delisted.

It will not be delisted unless

and until Nasdaq files a Form 25 Notification of Delisting with the U.S.

Securities and Exchange Commission after all internal procedural

periods have run.

The NASDAQ Office of General

Counsel did not respond to our notice of intent to appeal to the Nasdaq Listing and Hearing Review Council regarding the hearing abandonment

determination and the future delisting of the Company’s securities from Nasdaq until August 1, 2024, the date originally scheduled

for the Panel hearing, when we received a message which stated that the NASDAQ is unable to consider an appeal to the Nasdaq Listing

and Hearing Review Council in this matter.

The NASDAQ’s position is that pursuant to Nasdaq Rule 5820, companies may appeal Panel

Decisions to the Listing Council.

However, in our matter, there was no Hearing and there is no Panel Decision to appeal.

The NASDAQ further

indicated that the information regarding our right to appeal to the Listing Council which was included in the letter confirming abandonment

of the appeal appears to have been included in error, and that it would issue a refund for the appeal fee, thus informing us that this

matter was not appealable to the Listing Council.

Following some discussions and

correspondence with the Nasdaq Office of General Counsel, on August 12, 2024 we delivered a letter to the Nasdaq stating that the Company

is of the view that the NASDAQ has acted arbitrarily and capriciously in making its determinations concerning our continued listing,

has acted inconsistent with prior precedent, as well as inconsistent with Nasdaq’s own Listing Rules, including, inter alia, Rule

5840(f) governing the delivery of documents which requires that the NASDAQ in these circumstances utilize all methods of communications;

Rules 5814(a)(4) and (5) governing the scheduling of a hearing and the timing for submission of Written Submissions and Written Updates;

Rule 5820 as presently in effect which provides the Listing Council broad discretion to review this matter, a review for which the Company

had duly applied and paid for;

as well as a number of additional Rules.

We requested the Nasdaq Office of the General Counsel allow us

to present its case to the Nasdaq Hearings Panel, as soon thereafter as possible, or alternatively to be allowed to appeal to the Nasdaq

Listing and Hearing Review Council the determination of “deemed” abandonment of the Hearing Request.

We also requested that

the suspension in the trading of our shares be lifted pending final resolution of the above matters and a final decision to delist having

been made following the Company’s exhaustion of all available administrative relief.

On August 13, 2024 we were notified by the Vice

President and Deputy General Counsel of the Nasdaq that its position remains unchanged.

On the same day, Company counsel responded to

the Nasdaq that we intend to immediately seek injunctive and equitable relief against the NASDAQ at a court of competent authority, and

that we would expect the Nasdaq will not take any further steps to affect the status quo.

We believe the delisting decision,

and specifically the “deemed abandonment” of our appeal to the Panel constituted, inter alia :

(i) a breach of contract

by Nasdaq, (ii) an abuse of NASDAQ’s discretionary authority, (iii) breach of NASDAQ’s listing rules as approved by the SEC,

and (iv) material procedural unfairness.

NASDAQ’s staff subjectively determined that we were deemed to have abandoned our appeal

to the Panel without any basis whatsoever in NASDAQ’s listing rules as approved by the SEC for making such a determination.

decision, and the subsequent suspension of the trading in our shares, caused, and continues to cause, irreparable harm to our operations,

our reputation and our shareholders.

It has also severely negatively impacted our ability to execute on already announced and signed

The Company is now considering additional steps in respect of the above matter, including seeking an injunction against Nasdaq,

so that we may appropriately present our appeal of NASDAQ Listing Qualifications determination to delist the Company’s common stock

to the appropriate administrative or judicial forum.

Sale of holdings by David Lazar:

As disclosed on Form 13D/A

filed on November 15, 2024 by Mr.

David Lazar, our CEO and Chairman of the Board of Directors (“Lazar”), on November 13, 2024,

David Lazar, our CEO and Chairman of the Board of Directors entered into a Securities Purchase Agreement (the “Lazar Purchase

Agreement”) with the purchasers named therein (the “Lazar Purchasers”), pursuant to which Lazar agreed to sell to the

Lazar Purchasers all of his right and interest in either (i) 1,570,027 shares of Series A Preferred Stock (“Closing 1”) or

(ii) 2,000,000 shares of Series A Preferred Stock (“Closing 2”), which is dependent on whether certain conditions are satisfied.

If Closing 1 is completed, the aggregate purchase price to be paid by the Lazar Purchasers under the Lazar Purchase Agreement will be

If Closing 2 is completed, the aggregate purchase price to be paid by the Lazar Purchasers under the Lazar Purchase Agreement

will be $500,000.

Within five business days following November 13, 2024, the Lazar Purchasers are required to wire $200,000 to Lazar as

an advance of the applicable purchase price.

The Lazar Purchase Agreement is subject to the satisfaction of certain closing conditions, including the approval by the our board of directors and stockholders of certain actions, continued listing of our Common Stock on the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or any successors to any of the foregoing, and Closing of the Purchase Agreement entered into by the Company as disclosed in Item 2 of this Report on Form 10-Q which is incorporated by reference into this Item 5, and contains customary representations, warranties and agreements of Lazar and the Purchasers, indemnification rights and other obligations of the parties.

Exhibit Description

Securities Purchase Agreement, effective

as of November 13, 2024, by and among the Company and the Investors (incorporated by reference to Exhibit 10.1 to the Current Report

on Form 8-K filed with the SEC on November 18, 2024).

CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

12 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 19, 2024

November 19, 2024

/s/ David Lazar

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities